MandalaFi Terms of Service

Last modified: January 3, 2023

These Terms of Service (this “Agreement”) explains the terms and conditions under which you may access and use https://swap.mandala.finance or  https://swap.mandala.finance/, a website-hosted user interface (the “Interface” or “App”) provided by Mandala Acquisition, LLC (“Mandala”)  and Bitlab Holding and Consultancy, Ltd. (“EXO”) (together “we”, “our”, or “us”). You must read this Agreement carefully as it governs your use of the Interface. By accessing or using the Interface, you signify that you have read, understand, and agree to be bound by this Agreement in its entirety. If you do not agree, you are not authorized to access or use the Interface and must not access or use the Interface.

NOTICE: This Agreement contains important information, including a binding arbitration provision and a class action waiver, both of which impact your rights as to how disputes are resolved. The Interface is only available to you — and you should only access the Interface — if you agree completely with these terms.

Introduction

The Interface provides access to a decentralized protocol available on various public blockchains, including but not limited to Ethereum, Binance Smart Chain, Avalanche, Fantom, Optimism and Arbitrum, that allows users to trade certain compatible digital assets (the “Protocol”). The Interface is the primary means of accessing the Protocol.

To access the Interface, you must use non-custodial wallet software that allows you to interact with public blockchains. Your relationship with such non-custodial wallet provider is governed by the applicable terms of service of that wallet provider and not this Agreement. Wallets are not operated or maintained by or otherwise affiliated with us. We  do not have custody or control over the contents of your wallet and have no ability to retrieve or transfer its contents. By connecting your wallet to our Interface, you agree to be bound by this Agreement and all terms and conditions incorporated herein by reference.

Modification of this Agreement

We reserve the right, in our sole discretion, to modify this Agreement from time to time. If we make any material modifications, we will notify you by updating the date at the top of this Agreement and by maintaining a current version of this Agreement at https://swap.mandala.finance/terms-of-service All modifications will be effective when they are posted, and your continued access to or use of the Interface will serve as confirmation of your acceptance of those modifications. If you do not agree with any modifications to this Agreement, you must immediately stop accessing and/or using the Interface.

Description of Services provided through the Interface

The Interface provides a web or mobile-based means of accessing the Protocol.

1. Interface for accessing Protocol

The Interface is distinct from the Protocol and is one, but not the exclusive, means of accessing the Protocol. The Protocol is comprised of proprietary self-executing smart contracts that are deployed on various public blockchains, including but not limited to those described in this Agreement. Mandala does not control or operate any version of the Protocol on any blockchain network. By using the Interface, you acknowledge and understand that when traders pay fees for trades, those fees accrue to liquidity providers for the Protocol. As a general matter, Mandala provides liquidity for the Protocol from its centralized exchange. Other third parties may provide liquidity for the Protocol from liquidity pools in the future. 

Deployments on various networks may make use of cross-chain bridges, which allow assets native to one blockchain to be transferred to another blockchain. Please note that digital assets that have been “bridged” or “wrapped” to operate on other than their native blockchain networks (including to blockchains compatible with the Ethereum Virtual Machine that are designed to ensure the Ethereum blockchain can effectively process more transactions or other blockchains, frequently referred to as “Layer 2” solutions) are distinct from the original Ethereum mainnet asset.

Eligibility

To access or use the Interface, you must be able to form a legally binding contract with us. Accordingly, you represent that you are at least the age of majority in your jurisdiction (e.g., 18 years old in the United States) and have the full right, power, and authority to enter into and comply with the terms and conditions of this Agreement on behalf of yourself and any company or legal entity on behalf of which you may access or use the Interface.

You further represent that you are not (a) the subject of economic or trade sanctions administered or enforced by any governmental authority or otherwise designated on any list of prohibited or restricted parties (including but not limited to the list maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury) or (b) a citizen, resident, or organized in a jurisdiction or territory that is the subject of comprehensive country-wide, territory-wide, or regional economic sanctions by the United States. Finally, you represent that your access and use of the Interface will fully comply with all applicable laws and regulations in your jurisdiction(s), and that you will not access or use the Interface to conduct, promote, or otherwise facilitate any illegal activity.

Intellectual Property Rights

Mandala and EXO own the Interface and Protocol, including all worldwide intellectual property rights in the Interface and Protocol and their content, trademarks, service marks, and logos contained therein. You may not copy, further develop, reproduce, republish, modify, alter download, post, broadcast, transmit or otherwise use the Interface, Protocol, or any content thereof, except as expressly permitted by Mandala and/or EXO in writing. You may not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights or notices incorporated in the Interface, Protocol, or their content. All trademarks are trademarks or registered trademarks of their respective owners. Nothing in these Terms grants you any right to use any trademark, service mark, logo, or trade name of MandalaFi or any third party, except as expressly permitted by Mandala or EXO, in writing.

You are not required to provide us with any feedback or suggestions regarding the Interface or Protocol. However, should you provide us with comments or suggestions regarding the Interface or Protocol, then you agree that no such feedback shall be subject to any obligation of confidentiality, that all rights in such feedback shall be exclusively owned by us, and that we may use or publish such feedback at our discretion, without any liability or obligations to compensate you for such use.

Additional Rights

We reserve the following rights, which do not constitute obligations of ours: (a) with or without notice to you, to modify, substitute, eliminate or add to the Interface and the Protocol; (b) to review, modify, filter, disable, delete and remove any and all content and information from the Interface or the Protocol; and (c) to cooperate with any law enforcement, court or government investigation or order or third party requesting or directing that we disclose information or content or information that you provide.

Prohibited Activity

You agree not to engage in, or attempt to engage in, any of the following categories of prohibited activity in relation to your access and use of the Interface:

• Intellectual Property Infringement. Activity that infringes on or violates any copyright, trademark, service mark, patent, right of publicity, right of privacy, or other proprietary or intellectual property rights under the law.
• Cyberattack. Activity that seeks to interfere with or compromise the integrity, security, or proper functioning of any computer, server, network, personal device, or other information technology system, including (but not limited to) the deployment of viruses and denial of service attacks.
• Fraud and Misrepresentation. Activity that seeks to defraud us or any other person or entity, including (but not limited to) providing any false, inaccurate, or misleading information in order to unlawfully obtain the property of another.
• Market Manipulation. Activity that violates any applicable law, rule, or regulation concerning the integrity of trading markets, including (but not limited to) the manipulative tactics commonly known as “rug pulls”, pumping and dumping, and wash trading.
• Securities and Derivatives Violations. Activity that violates any applicable law, rule, or regulation concerning the trading of securities or derivatives, including (but not limited to) the unregistered offering of securities and the offering of leveraged and margined commodity products to retail customers in the United States.
• Sale of Stolen Property. Buying, selling, or transferring of stolen items, fraudulently obtained items, items taken without authorization, and/or any other illegally obtained items.
• Data Mining or Scraping. Activity that involves data mining, robots, scraping, or similar data gathering or extraction methods of content or information from the Interface.
• Objectionable Content. Activity that involves soliciting information from anyone under the age of 18 or that is otherwise harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, discriminatory, or otherwise objectionable.
• Any Other Unlawful Conduct. Activity that violates any applicable law, rule, or regulation of the United States or another relevant jurisdiction, including (but not limited to) the restrictions and regulatory requirements imposed by U.S. law.

Violation of any of the above policies will subject violators to any and all legal remedies available to us, as well as to immediate prohibition on future use of the Protocol and the Interface.

Not Registered with the SEC or Any Other Agency

Mandala is are not registered with the U.S. Securities and Exchange Commission as a national securities exchange or in any other capacity. You understand and acknowledge that the Protocol and the Interface relies on a Mandala, which is a centralized exchange for trade settlement platformed on the Binance Cloud, which does not avail itself of use by United States citizens, and as such, is not subject to U.S. Securities laws. 

Any references in the Interface to “best price,” or other similar terms, do not constitute a representation or warranty about pricing available through the Interface, on the Protocol, or elsewhere.

Non-Solicitation; No Investment Advice

You agree and understand that: (a) all trades you submit through the Interface are considered unsolicited, which means that they are solely initiated by you; (b) you have not received any investment advice from us in connection with any trades; and (c) we do not conduct a suitability review of any trades you may submit.

We may provide information about tokens in the Interface sourced from third-party partners through features such as token explorer or token lists, which includes the Mandala Exchange token list. We may also provide warning labels for certain tokens. The provision of informational materials does not make trades in those tokens solicited; we are not attempting to induce you to make any purchase as a result of information provided. All such information provided by the Interface is for informational purposes only and should not be construed as investment advice or a recommendation that a particular token is a safe or sound investment. You should not take or refrain from taking any action based on any information contained in the Interface. By providing token information for your convenience, we do not make any investment recommendations to you or opine on the merits of any transaction or opportunity. You alone are responsible for determining whether any investment, investment strategy or related transaction is appropriate for you based on your personal investment objectives, financial circumstances, and risk tolerance.

Non-Custodial and No Fiduciary Duties.

The Interface is a purely non-custodial application, meaning we do not ever have custody, possession, or control of your digital assets at any time. It further means you are solely responsible for the custody of the cryptographic private keys to the digital asset wallets you hold. You should never share your wallet credentials or seed phrase with anyone. We accept no responsibility for, or liability to you, in connection with your use of a wallet and make no representations or warranties regarding how the Interface will operate with any specific wallet. Likewise, you are solely responsible for any associated wallet and we are not liable for any acts or omissions by you in connection with or as a result of your wallet being compromised.

This Agreement is not intended to, and does not, create or impose any fiduciary duties on us. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated. You further agree that the only duties and obligations that we owe you are those set out expressly in this Agreement.

Disclaimer of Liability for Failure of Transaction to Complete

We make no warranty that any user-requested transaction will be successfully executed and completed. We will promptly notify the user of the failure of any such transaction.

Notwithstanding the above provision, in connection with the operation of the Interface and the Protocol we will use our best efforts to effectuate requested digital asset transactions, subject to (a) the availability of appropriate trading pairs, (b) sufficient trading volume to effectuate the requested transaction in a timely and cost-effective manner and/or (c) force majeure, acts of God and other circumstances beyond our control. If we are unable to complete a requested transaction for any reason in our sole discretion, our only obligation will be to return the digital assets tendered by the user to the user-provided wallet address, in which case no transaction fees will be charged to the user. We will not be liable for any alleged damages whatsoever by reason of failure of any transaction to be completed.

Compliance and Tax Obligations

The Interface may not be available or appropriate for use in your jurisdiction. By accessing or using the Interface, you agree that you are solely and entirely responsible for compliance with all laws and regulations that may apply to you.

Specifically, your use of the Interface or the Protocol may result in various tax consequences, such as income or capital gains tax, value-added tax, goods and services tax, or sales tax in certain jurisdictions.

It is your responsibility to determine whether taxes apply to any transactions you initiate or receive and, if so, to report and/or remit the correct tax to the appropriate tax authority.

Assumption of Risk

By accessing and using the Interface, you represent that you are financially and technically sophisticated enough to understand the inherent risks associated with using cryptographic and blockchain-based systems, and that you have a working knowledge of the usage and intricacies of digital assets such as Ether (ETH), so-called stablecoins, and other digital tokens, including but not limited to those following the Ethereum Token Standard (ERC-20).

In particular, you understand that the markets for these digital assets are nascent and highly volatile due to risk factors including (but not limited to) adoption, speculation, technology, security, and regulation. You understand that anyone can create a token, including counterfeit versions of existing tokens and tokens that falsely claim to represent projects, and acknowledge and accept the risk that you may intentionally or mistakenly trade those or other tokens. So-called stablecoins may not be as stable as they purport to be, may not be fully or adequately collateralized, and may be subject to panics and runs.

Further, you understand that smart contract transactions automatically execute and settle, and that blockchain-based transactions are irreversible when confirmed. You acknowledge and accept that the cost and speed of transacting with cryptographic and blockchain-based systems such as Ethereum are variable and may increase dramatically at any time.

In summary, you acknowledge that we are not responsible for any of these variables or risks, do not own or control the Protocol, and cannot be held liable for any resulting losses that you experience while accessing or using the Interface. Accordingly, you understand and agree to assume full responsibility for all risks of accessing and using the Interface to interact with the Protocol.

Third-Party Resources and Promotions

The Interface may contain references or links to third-party resources, including (but not limited to) information, materials, products, or services, that we do not own or control. In addition, third parties may offer promotions related to your access and use of the Interface. We do not approve, monitor, endorse, warrant or assume any responsibility for any such resources or promotions. If you access any such resources or participate in any such promotions, you do so at your own risk, and you understand that this Agreement does not apply to your dealings or relationships with any third parties. You expressly relieve us of any and all liability arising from your use of any such resources or participation in any such promotions.

Release of Claims

You expressly agree that you assume all risks in connection with your access and use of the Interface. You further expressly waive and release us from any and all liability, claims, causes of action, or damages arising from or in any way relating to your use of the Interface. If you are a California resident, you waive the benefits and protections of California Civil Code § 1542, which provides: “[a] general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

Indemnity

You agree to hold harmless, release, defend, and indemnify us and our officers, directors, employees, contractors, agents, affiliates, and subsidiaries from and against all claims, damages, obligations, losses, liabilities, costs, and expenses arising from: (a) your access and use of the Interface; (b) your violation of any term or condition of this Agreement, the right of any third party, or any other applicable law, rule, or regulation; and (c) any other party’s access and use of the Interface with your assistance or using any device or account that you own or control.

No Warranties

The Interface is provided on an “AS IS” and “AS AVAILABLE” basis. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ANY REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING (BUT NOT LIMITED TO) THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. You acknowledge and agree that your use of the Interface is at your own risk. We do not represent or warrant that access to the Interface will be continuous, uninterrupted, timely, or secure; that the information contained in the Interface will be accurate, reliable, complete, or current; or that the Interface will be free from errors, defects, viruses, or other harmful elements. No advice, information, or statement that we make should be treated as creating any warranty concerning the Interface. We do not endorse, guarantee, or assume responsibility for any advertisements, offers, or statements made by third parties concerning the Interface.

Similarly, the Protocol is provided “AS IS,” at your own risk, and without warranties of any kind. Although we contributed to the initial code for the Protocol, we do not provide, own, or control the Protocol, which is run autonomously without any headcount by smart contracts deployed on various blockchains. Upgrades and modifications to the Protocol are generally managed by EXO, Mandala, and their respective development teams. No developer or entity involved in creating the Protocol will be liable for any claims or damages whatsoever associated with your use, inability to use, or your interaction with other users of, the Protocol, including any direct, indirect, incidental, special, exemplary, punitive or consequential damages, or loss of profits, cryptocurrencies, tokens, or anything else of value. We do not endorse, guarantee, or assume responsibility for any advertisements, offers, or statements made by third parties concerning the Interface.

Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL WE OR ANY OF OUR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, OR SUBSIDIARIES BE LIABLE TO YOU FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING (BUT NOT LIMITED TO) DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE PROPERTY, ARISING OUT OF OR RELATING TO ANY ACCESS OR USE OF THE INTERFACE, NOR WILL WE BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE INTERFACE OR THE INFORMATION CONTAINED WITHIN IT. WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY: (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM ANY ACCESS OR USE OF THE INTERFACE; (C) UNAUTHORIZED ACCESS OR USE OF ANY SECURE SERVER OR DATABASE IN OUR CONTROL, OR THE USE OF ANY INFORMATION OR DATA STORED THEREIN; (D) INTERRUPTION OR CESSATION OF FUNCTION RELATED TO THE INTERFACE; (E) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE INTERFACE; (F) ERRORS OR OMISSIONS IN, OR LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF, ANY CONTENT MADE AVAILABLE THROUGH THE INTERFACE; AND (G) THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.

Dispute Resolution

We will use our best efforts to resolve any potential disputes through informal, good faith negotiations. If a potential dispute arises, you must contact us by sending an email to [email protected] so that we can attempt to resolve it without resorting to formal dispute resolution. If we are unable to reach an informal resolution within sixty days of your email, then you and we both agree to resolve the potential dispute according to the process set forth below.

Any claim or controversy arising out of or relating to the Interface, this Agreement, or any other acts or omissions for which you may contend that we are liable, including (but not limited to) any claim or controversy as to arbitrability (“Dispute”), shall be finally and exclusively settled by arbitration under the JAMS Optional Expedited Arbitration Procedures. You understand that you are required to resolve all Disputes by binding arbitration. The arbitration shall be held on a confidential basis before a single arbitrator, who shall be selected pursuant to JAMS rules. The arbitration will be held in Laramie, Wyoming, unless you and we both agree to hold it elsewhere. Unless we agree otherwise, the arbitrator may not consolidate your claims with those of any other party. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Class Action and Jury Trial Waiver

You must bring any and all Disputes against us in your individual capacity and not as a plaintiff in or member of any purported class action, collective action, private attorney general action, or other representative proceeding. This provision applies to class arbitration. You and we both agree to waive the right to demand a trial by jury.

Governing Law

You agree that the laws of the State of Wyoming, without regard to principles of conflict of laws, govern this Agreement and any Dispute between you and us. You further agree that the Interface shall be deemed to be based solely in the State of Wyoming, and that although the Interface may be available in other jurisdictions, its availability does not give rise to general or specific personal jurisdiction in any forum outside the State of Wyoming. Any arbitration conducted pursuant to this Agreement shall be governed by the Federal Arbitration Act. You agree that the federal and state courts of Wyoming are the proper forum for any appeals of an arbitration award or for court proceedings in the event that this Agreement’s binding arbitration clause is found to be unenforceable.

Entire Agreement

These terms constitute the entire agreement between you and us with respect to the subject matter hereof. This Agreement supersedes any and all prior or contemporaneous written and oral agreements, communications and other understandings (if any) relating to the subject matter of the terms.